U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   -----------

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

   For Quarter Ended Mar. 31, 2005           Commission File Number 000-33057
                                                                    ---------

                           ANDRESMIN GOLD CORPORATION
                           --------------------------
        (Exact name of small business issuer as specified in its charter)

            Montana                                              84-1365550
            -------                                              ----------
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)

Calle Jose Gonzales 671-675
Miraflores, Lima 18, Peru                                           Lima 18
-------------------------                                           -------
(Address of Principal Executive Offices)                           (Zip Code)

                                  51-1-242-5502
                                  -------------
                           (Issuer's telephone number)

     1450 - 409 Granville St., Vancouver, British Columbia, Canada, V6C 1T2
     ----------------------------------------------------------------------
                 (Former name, former address and former fiscal
                       year, if changed since last report)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                 Yes  X        No
                                    -----        -----

Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

                                 Yes           No
                                    -----        -----

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 97,732,044 shares as of May 15, 2005.

Transitional Small Business Disclosure Format:

                                 Yes           No  X
                                    -----        -----


<PAGE>






                                Table of Contents
                                -----------------


PART I    FINANCIAL INFORMATION

Item 1    Financial Statements..............................................F-1

Item 2.   Management's Discussion and Analysis or Plan of Operation..........3

Item 3.   Controls and Procedures............................................8

Part II   OTHER INFORMATION

Item 1.   Legal Proceedings..................................................8

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds........9

Item 3.   Defaults Upon Senior Securities....................................9

Item 4.   Submission of Matters to a Vote of Securities Holders..............9

Item 5.   Other Matters......................................................9

Item 6.   Exhibits...........................................................9

          Signatures........................................................10


























                                        2
<PAGE>






PART I--FINANCIAL INFORMATION
-----------------------------

Item 1.  Financial Statements
-----------------------------


<TABLE>
<CAPTION>
                    ANDRESMIN GOLD CORPORATION AND SUBSIDIARY
                           (formerly Anton Dist. Inc.)
                        (An exploration stage enterprise)
                           CONSOLIDATED BALANCE SHEET
                       (Unaudited.Preapred by Management)
                                                                      March 31,          June 30,
Expressed in U.S. dollars                                                  2005              2004
-------------------------------------------------------------------------------------------------
                                                                    (Unaudited)         (Audited)
ASSETS

<S>                                                              <C>               <C>
Current Assets
   Cash and cash equivalents                                     $     402,214     $     224,375
   Taxes recoverable                                                    48,069            23,607
   Prepaid expenses and other current assets                            12,313            15,221
   Amount due from related parties (Note 2)                             40,000                 -
-------------------------------------------------------------------------------------------------
Total Current Assets                                                   502,596           263,203

Furniture and Equipment (Note 3)                                        16,896            10,111

Other Assets
   Mineral property interests                                          263,100           263,100
-------------------------------------------------------------------------------------------------
Total Other Assets                                                     263,100           263,100

-------------------------------------------------------------------------------------------------
Total Assets                                                     $     782,592     $     536,414
=================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts payable and other accrued liabilities (Note 4)       $      81,386     $      12,352
   Promissory notes (Note 5)                                            10,951                 -
-------------------------------------------------------------------------------------------------
                                                                        92,337            12,352

Convertible debentures (Note 6)                                      2,121,984                 -

Stockholders' Equity
   Authorized :
   250,000,000 common shares: $0.001 par value (June 30,
   2004: 100,000,000 common shares : $0.001 par value)
   10,000,000 preferred shares : $0.001 par value
   Issued : 32,577,348 common shares (June 30, 2004:
   47,244,015)                                                          32,577            47,244
   Additional paid-in capital                                          778,505           263,838
   Share subscriptions received in advance                             246,500           500,000
   Equity portion of convertible debentures                             78,016                 -
   Contributed surplus                                               1,432,300                 -
-------------------------------------------------------------------------------------------------
   Accumulated other comprehensive income                                 (627)                -
-------------------------------------------------------------------------------------------------
   Accumulated deficit during the exploration stage as              (2,159,967)
   previously reported                                                                         -
   Correction of error (Note 8)                                        (15,000)                -
-------------------------------------------------------------------------------------------------
   Accumulated deficit during the exploration stage restated        (2,174,967)                -
   Net loss for the reported period                                 (1,824,033)         (287,020)
-------------------------------------------------------------------------------------------------
   Accumulated deficit during the exploration stage                 (3,999,000)
-------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                          (1,431,729)          524,062
-------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                       $     782,592     $     536,414
=================================================================================================
</TABLE>


            See condensed notes to consolidated financial statements

                                       F-1
<PAGE>



<TABLE>
<CAPTION>
                    ANDRESMIN GOLD CORPORATION AND SUBSIDIARY
                           (formerly Anton Dist. Inc.)
                        (An exploration stage enterprise)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                       (Unaudited. Prepared by Management)

                                             Cumulative from
                                               May 6, 1991            Three months ended               Nine months ended
                                              (inception) to              March 31,                        March 31,
                                                March 31,       ------------------------------   ------------------------------
Expressed in U.S. dollars                          2005              2005            2004             2005            2004
-------------------------------------------------------------------------------------------------------------------------------

<S>                                          <C>                <C>             <C>              <C>             <C>
Expenses
   Advertising and promotion                 $     1,007,349    $     105,051   $           -    $     995,377   $           -
   Consulting fees                                   227,260           50,924               -          194,161               -
   Depreciation                                        1,078              382               -            1,078               -
   Filing fees                                        15,896            8,732               -           13,977             400
   Finder's fee                                      120,000                -               -          120,000               -
   Investor relations                                351,198           26,514               -          351,198               -
   Interest expense, bank charges and
   exchange loss                                      83,340           41,962             144           80,309             144
   Office and general                                104,752           53,176             590          101,990             740
   Professional fees                                  56,345            4,082           5,000           35,943           5,465
   Stock compensation expenses                     1,432,300        1,432,300               -        1,432,300               -
-------------------------------------------------------------------------------------------------------------------------------
   Travel                                            107,598           15,060               -           89,118               -
-------------------------------------------------------------------------------------------------------------------------------
Total expenses                                     3,507,116        1,738,183           5,734        3,415,450           6,749

Other item
   Property exploration and investigation
   costs (Note 8)                                    496,059           85,850               -          285,704               -
   Amount due to related party written off            (4,175)               -               -           (4,175)              -
-------------------------------------------------------------------------------------------------------------------------------
                                                     491,884           85,850               -          281,529               -

Net loss for the period                      $    (3,999,000)   $  (1,824,033)  $      (5,734)   $  (3,696,980)  $      (6,749)
===============================================================================================================================


Basic and diluted loss per share                                        (0.00)          (0.00)           (0.02)          (0.00)
===============================================================================================================================
Weighted average shares outstanding -
basic and diluted                                                 111,025,524     139,977,987      111,025,524     139,977,987
===============================================================================================================================
</TABLE>


            See condensed notes to consolidated financial statements

                                       F-2
<PAGE>



<TABLE>
<CAPTION>
                    ANDRESMIN GOLD CORPORATION AND SUBSIDIARY
                           (formerly Anton Dist. Inc.)
                        (An exploration stage enterprise)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                       (Unaudited. Prepared by Management)


                                                         Cumulative from
                                                           May 6, 1991              Nine months ended
                                                           (inception)                  March 31,
                                                           to March 31,      --------------------------------
Expressed in U.S. dollars                                      2005               2005              2004
-------------------------------------------------------------------------------------------------------------

<S>                                                      <C>                 <C>               <C>
Cash flows from (used in) operating activities
   Net loss/gain                                         $    (3,999,000)    $  (3,696,980)    $      (6,749)
   Adjustments to reconcile net loss to net cash
    Provided by (Used in) operating activities
      Depreciation                                                 1,078             1,078                 -
      Stock based compensation expenses                        1,432,300         1,432,300
      Write-off of amount due to related party                    (4,175)           (4,175)                -
      Translation adjustment                                        (627)             (627)                -
      Correction of error                                                          (15,000)                -
      Changes in assets and liabilities
      Taxes recoverable                                          (48,069)          (24,462)                -
      Prepaid expenses and other current assets                  (12,314)            2,907                 -
      Accounts payable and accrued liabilities                    86,209            73,857             1,605
-------------------------------------------------------------------------------------------------------------
   Net cash used in operating activities                      (2,544,598)       (2,231,103)           (5,144)
-------------------------------------------------------------------------------------------------------------

Cash flows used in investing activities
   Additions to equipment                                        (18,041)           (7,930)                -
   Acquisition of mineral property interests                    (263,100)                -                 -
-------------------------------------------------------------------------------------------------------------
   Net cash flows used in investing activities                  (281,141)           (7,930)         (100,000)
-------------------------------------------------------------------------------------------------------------

Cash flows from (used in) financing activities
   Funds received through issuance of share capital              811,082           500,000                 -
   Additional paid-in capital
   Share subscription received in advance                        246,500          (253,500)                -
   Promissory notes                                               10,951            10,951                 -
   Amount due from related party                                 (40,000)          (40,000)                -
   Amount due from third parties                                    (580)             (580)                -
   Funds received through debenture placements                 2,200,000         2,200,000                 -
-------------------------------------------------------------------------------------------------------------
   Net cash flows provided by financing activities             3,227,953         2,416,871           300,007
-------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                               177,839           194,863
Cash and cash equivalents - beginning of period                        -           224,375                 -
-------------------------------------------------------------------------------------------------------------
Cash and cash equivalents - end of period                $       402,214     $     402,214     $     194,863
=============================================================================================================

Supplemental Information:
-------------------------
Cash paid for:
   Interest                                              $           412     $         412     $           -
   Income taxes                                          $             -     $           -     $           -
</TABLE>



            See condensed notes to consolidated financial statements

                                       F-3
<PAGE>



<TABLE>
<CAPTION>
                    ANDRESMIN GOLD CORPORATION AND SUBSIDIARY
                           (formerly Anton Dist. Inc.)
                        (An exploration stage enterprise)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
               For the period from May 6, 1991 (date of inception)
                                to March 31, 2005
                       (Unaudited.Prepared by Management)

                                                                                                           Accumulated
                                                                                             Accumulated     deficit
                                         Common shares          Additional                      other         during
                                  ----------------------------    paid-in        Share      comprehensive  exploration
Expressed in U.S. dollars             shares       par amount     capital    subscriptions     income         stage
-----------------------------------------------------------------------------------------------------------------------

Shares issued for cash,
<S>                               <C>             <C>           <C>          <C>            <C>            <C>
 May 6, 1991                         52,000,000   $    52,000   $  (51,975)  $          -   $          -   $         -
Net loss                                      -             -            -              -              -           (25)
-----------------------------------------------------------------------------------------------------------------------
Balance, June 30, 1999 and 2000      52,000,000        52,000      (51,975)             -              -           (25)
Shares issued for cash               13,624,000        13,624       (3,574)             -              -             -
Shares issued for services              520,000           520          480              -              -             -
Net loss                                                                                -              -       (11,995)
-----------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2001               66,144,000        66,144      (55,069)             -              -       (12,020)
Shares cancelled                    (19,500,000)      (19,500)      19,500              -              -             -
Net loss                                                    -            -              -              -        (1,830)
-----------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2002               46,644,000        46,644      (35,569)             -              -       (13,850)
Net loss                                                    -            -              -              -        (1,400)
-----------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2003               46,644,000        46,644      (35,569)             -              -       (15,250)
Shares issued for cash                  600,015           600      299,407              -              -             -
Proceeds received from share
 subscriptions for 333,333 units              -             -            -        500,000              -             -
Net loss                                      -             -            -              -              -      (271,770)
-----------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2004               47,244,015        47,244      263,838        500,000              -      (287,020)
Shares cancelled                    (15,000,000)      (15,000)      15,000              -              -             -
Shares issued for cash                  333,333           333      499,667       (500,000)             -             -
Translation adjustments                       -             -            -              -           (627)            -
Equity portion of convertible
  debentures                                  -             -            -              -              -             -
Net loss                                      -             -            -              -              -    (1,872,947)
Stock split 3:1 (32,577,348*3),
  Oct 2004                           97,732,044             -            -              -              -             -
-----------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2004           97,732,044        32,577      778,505              -           (627)   (2,159,967)




<PAGE>



<CAPTION>
....Continued



                                  Contributed
Expressed in U.S. dollars           surplus         Total
-------------------------------------------------------------

Shares issued for cash,
<S>                               <C>           <C>
 May 6, 1991                      $         -   $         25
Net loss                                                 (25)
-------------------------------------------------------------
Balance, June 30, 1999 and 2000             -              -
Shares issued for cash                      -         10,050
Shares issued for services                  -          1,000
Net loss                                    -        (11,995)
-------------------------------------------------------------
Balance, June 30, 2001                      -           (945)
Shares cancelled                            -              -
Net loss                                    -         (1,830)
-------------------------------------------------------------
Balance, June 30, 2002                      -         (2,775)
Net loss                                    -         (1,400)
-------------------------------------------------------------
Balance, June 30, 2003                      -         (4,175)
Shares issued for cash                      -        300,007
Proceeds received from share
 subscriptions for 333,333 units            -        500,000
Net loss                                    -       (271,770)
-------------------------------------------------------------
Balance, June 30, 2004                      -        524,062
Shares cancelled                            -              -
Shares issued for cash                      -              -
Translation adjustments                     -           (627)
Equity portion of convertible
  debentures                                -         60,285
Net loss                                    -     (1,872,948)
Stock split 3:1 (32,577,348*3),
  Oct 2004                                  -              -
-------------------------------------------------------------
Balance, December 31, 2004                  -     (1,289,226)




                                       F-4
<PAGE>






Correction of error                                                                                            (15,000)
Proceeds received from share
  subscriptions                               -             -            -        246,500              -             -
Equity portion of convertible
  debentures                                  -             -            -              -              -             -
Stock based compensation                      -             -            -              -              -             -

Net loss                                      -             -            -              -              -    (1,824,033)
-----------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2005              97,732,044   $    32,577   $  778,505   $    246,500   $       (627)  $(3,999,000)
=======================================================================================================================



....Continued



Correction of error                         -        (15,000)
Proceeds received from share
  subscriptions                             -        246,500
Equity portion of convertible
  debentures                                -         17,730
Stock based compensation            1,432,300      1,432,300

Net loss                                    -     (1,824,033)
-------------------------------------------------------------
Balance, March 31, 2005           $ 1,432,300   $ (2,864,029)
=============================================================
</TABLE>























                                       F-5
<PAGE>




                           ANDRESMIN GOLD CORPORATION
                     (Previously known as Anton Dist. Inc.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                       (Unaudited. Prepared by Management)


Note 1 - Basis of Presentation
------------------------------

The  accompanying  financial  statements  have been  prepared by  management  in
conformity with generally accepted accounting principles in the United States of
America. However, certain information and footnote disclosures normally included
in  financial   statements   prepared  in  accordance  with  generally  accepted
accounting  principles have been omitted or condensed  pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC"). In the opinion of
management,  all adjustments of a normal  recurring  nature necessary for a fair
presentation  have been  included.  The  results for  quarterly  periods are not
necessarily   indicative  of  results  for  the  entire  year.  These  condensed
consolidated  financial  statements  and  accompanying  notes  should be read in
conjunction with the Company's annual consolidated  financial statements and the
notes  thereto for the fiscal  year ended June 30,  2004  included in its Annual
Report on Form 10-KSB.

The unaudited condensed consolidated financial statements include Andresmin Gold
Corporation and its  subsidiaries.  Significant  inter-company  transactions and
accounts have been eliminated.

Certain items have been reclassified to conform to the current period
presentation. There is no effect on total results of operations or shareholders'
equity.

Note 2 - Amount Due From Related Parties
----------------------------------------

The Company advanced $40,000 by way of two promissory notes to a director of the
Company.  The notes are  non-recourse  and repayable on demand.  In exchange for
advancing  the funds,  the Company  has secured a right of first  refusal on any
property or project,  secured by or optioned by the  director or his  associated
company, located in Peru.

Note 3 - Furniture and Equipment
--------------------------------

Furniture and equipment consist of the following:

                                                31-Mar-05         30-June-04
                                              --------------    --------------
Furniture and fittings                        $       4,753     $           -
Other equipment                                       3,298                 -
Computer equipment                                   11,539            10,111
                                              --------------    --------------
Total:                                               19,590            10,111
Less: Accumulated depreciation:                      (2,694)                -
                                              --------------    --------------
Net book value:                               $      16,896     $      10,111

Note 4 - Accounts payable and other accrued liabilities
-------------------------------------------------------

As of March 31,  2005 the  Company  has  accrued $ 65,097  interest  payable  on
convertible debentures issued.







                                       F-6
<PAGE>





Note 5 - Promissory Notes
-------------------------

On March 20, 2005 promissory  notes at the amount of $180,000 were exchanged for
convertible  debentures  issued by the Company.  The debentures are  convertible
into units of the Company. See Note 6 for details on the convertible debentures.

Note 6 - Convertible debentures
-------------------------------

On January 14, 2005, the Company issued a convertible debenture for $50,000.

On February 08, 2005, the Company issued a convertible debenture for $50,000.

On February 10, 2005, the Company issued a convertible debenture for $94,000.

On February 21, 2005, the Company issued a convertible debenture for $126,000.

On March 20, 2005, the Company issued a convertible  debenture for $180,000 that
replaced the promissory notes for the same amount.

All of these  convertible  debentures  are for a period of two years and have an
interest rate of 8%, calculated and paid semi-annually in arrears.

The debentures are convertible into units of the Company.  Each unit consists of
one  share  of   common   stock  at  a   conversion   price  of  $0.80  and  one
non-transferable  share  purchase  warrant  enabling  the holder to  purchase an
additional  share of common  stock of the Company at an exercise  price of $1.25
for a period  of two  years  from the date of  issuance  of the  share  purchase
warrant.  The  conversion of the debenture may be exercised by the lender by the
delivery  of a notice  of  exercise  of the  conversion  option,  which  must be
exercised  as to no  less  than  20%  of the  face  amount  of  the  convertible
debenture. In addition,  subject to the Company not being in default of any part
of the convertible  debenture,  the Company being a reporting and trading issuer
listed in good standing on a public  trading  forum and the Company's  shares of
common stock trading at an average volume of no less than 100,000 shares per day
for the  previous  30 days and at a price of $1.70  or  more,  the  Company  may
require that some or all of the principal amount and interest of the convertible
debenture be converted under the conversion option, employing a conversion price
of $0.80  commencing  one year  after the date of  issuance  of the  convertible
debenture.

Note 7 - Share Capital, Stock Options and Share Purchase Warrants
-----------------------------------------------------------------

(a)   Common shares

On February 24, 2005 the Company  offered an additional  USD $3 Million of Units
of the Company on a private  placement basis.  Each Unit is offered to investors
at a price of $0.55 per Unit. Each Unit consists of one share of common stock of
the  Company,  and one  purchase  warrant  enabling  the holder to  purchase  an
additional share of the Company's common stock at a price of $0.75 for one year.

On  March  9,  2005,  the  Company's   authorized  capital  was  increased  from
100,000,000 common shares to 250,000,000 common shares.

No common shares were issued or cancelled during the reporting period.

(b)   Share subscriptions

During  the  reporting   period  the  company   received   $246,500  from  share
subscriptions.







                                       F-7
<PAGE>






(c)   Stock Options

The Company has granted an  aggregate of 6,410,000  incentive  stock  options to
officers,  employees and consultants of the Company.  6,000,000 of these options
were granted on February 4, 2005,  having an exercise  price of $0.61 per share;
210,000 of these  options were granted on February 10, 2005,  having an exercise
price of $0.67 per share;  and 200,000 of these options were granted on February
10,  2005,  having an exercise  price of $0.75 per share.  All of the  6,410,000
options  granted  have a term of two years from the date of grant and are vested
immediately.  Stock-based compensation expenses of $1,432,300 have been recorded
for the quarter ended March 31, 2005.

The Company accounts for its stock-based  compensation plans using the intrinsic
value method whereby no compensation costs have been recognized in the financial
statements for stock options  granted to employees,  officers and directors.  If
the fair value method had been used for options  granted,  a value of $2,724,000
would be recorded for the quarter  ended March 31, 2005.  The Company's net loss
and net loss per share would approximate the following pro forma amounts:

<TABLE>
<CAPTION>
                                                    Three months ended                  Nine months ended
                                                         March 31,                          March 31,
                                              -------------------------------    -------------------------------
                                                   2005             2004              2005             2004
                                              --------------   --------------    --------------   --------------

<S>                                           <C>              <C>               <C>              <C>
Net loss as reported                          $  (1,824,033)   $      (5,734)    $  (3,696,980)   $      (6,749)
================================================================================================================
Net loss pro forma                            $  (4,548,033)   $      (5,734)    $  (6,420,980)   $      (6,749)
================================================================================================================

Pro forma net loss per common share basic
     and diluted loss per share               $       (0.04)   $       (0.00)    $       (0.06)   $       (0.00)
================================================================================================================
</TABLE>

The fair value of each option  granted is  estimated  on the date of grant using
the  Black-Scholes  option pricing model with weighted  average  assumptions for
grants as follows:

Risk free interest rate                              2.89%
Expected life of options in years             1 to 2 years
Expected volatility                                   377%
Dividend per share                                   $0.00

No stock options were exercised or cancelled during the reporting period.

(d)   Share Purchase Warrants

No share purchase  warrants were issued,  exercised or canceled during the three
months ended March 31, 2005.

Note 8 - Correction of error
----------------------------

$15,000 paid for the concession for Explorador  Maikol last reporting period was
incorrectly  reported as an asset.  This error caused  operating result from the
last reporting  period to be overstated.  The adjustment of $15,000 corrects the
error.

Note 9 - Subsequent events
--------------------------

On April 20, 2005 the Company has closed its private  placement of 909,091 units
for gross proceeds of $500,000.  Each unit consists of one share of common stock
of the  Company,  and one  purchase  warrant  enabling the holder to purchase an
additional share of the Company's common stock at a price of $0.75 for one year.





                                       F-8
<PAGE>






Item 2.  Management's Discussion and Analysis or Plan of Operation
------------------------------------------------------------------

The following discussions of the results of operations and financial position of
the Company  should be read in  conjunction  with the financial  statements  and
notes pertaining to them that appear elsewhere in this Form 10-QSB.

PLAN OF OPERATION
-----------------

The  Company's  plan of operations  for the twelve months  following the date of
this report is to complete  the  following  objectives  within the time  periods
specified,  subject to our  obtaining  the funding  necessary  for the continued
exploration of the mineral property:

      1.    The Company  plans to conduct  further  exploration  on the property
            consisting  of  additional  IP  and  ground  magnetic   survey.   It
            anticipates  that the  cost of this  program  will be  approximately
            $50,000. The Company expects to commence this exploration program in
            the spring of 2005  depending on the  availability  of personnel and
            equipment.  This phase is expected to take  approximately two months
            to complete.

      2.    Additionally,  the Company intends to commence a drilling program of
            approximately 10 holes estimated to cost $500,000. This program will
            commence  during  late May of 2005 and will take  approximately  ten
            weeks to complete.

      3.    The Company anticipates  spending  approximately  $35,000 in ongoing
            general and  administrative  expenses  per month for the next twelve
            months.  The general and  administrative  expenses  for the year are
            expected to consist primarily of professional fees for the audit and
            legal work relating to the Company's  regulatory  filings throughout
            the  year,  as  well as  transfer  agent  fees  and  general  office
            expenses.

As at March 31,  2005,  the Company had cash  reserves of  $402,214.  During the
period,  the  Company  received  $500,000  by  way  of  convertible  debentures.
Additionally,  the Company received $246,500 by way of share subscriptions,  and
subsequent  to March 31, 2005,  the Company has  received a further  $253,500 to
close its private placement of $500,000 on April 20, 2005.

During the 12-month  period  following the date of this  statement,  the Company
does not anticipate  generating  any revenues.  While the Company has sufficient
funds to conduct the scheduled 10-hole drill program,  it does not have funds to
continue  work on the property  beyond this.  The Company  anticipates  that any
additional  funding will be in the form of equity financing from the sale of our
common stock.  However,  the Company does not have any financing arranged and it
cannot  provide  investors  with  any  assurance  that it will be able to  raise
sufficient  funding  from the sale of its  common  stock to fund any  additional
exploration programs.  In the absence of such financing,  the Company's business
plan will fail.

The Company may consider  entering into a joint venture  partnership  to provide
the required funding to develop the mineral claims. If the Company enters into a
joint  venture  arrangement,  it would likely have to assign a percentage of its
interest in the property to the joint venture partner.



                                        3
<PAGE>






Based  on the  nature  of  the  Company's  business,  it  anticipates  incurring
operating losses in the foreseeable  future. The Company bases this expectation,
in part, on the fact that very few mineral  properties in the exploration  stage
ultimately  develop into  producing,  profitable  mines.  The  Company's  future
financial  results are also uncertain due to a number of factors,  some of which
are outside the Company's  control.  These factors include,  but are not limited
to:

-     the Company's ability to raise additional funding

-     the market for minerals such as copper and gold

-     results of the  Company's  proposed  exploration  programs  on the mineral
      property

-     the Company's  ability to find joint venture  partners for the development
      of its property interests

If the Company is successful in completing further equity  financings,  existing
shareholders will experience  dilution of their interest in the Company.  In the
event  the  Company  is not  successful  in  raising  additional  financing,  it
anticipates  that it will not be able to proceed with its business plan. In such
a case, the Company may decide to discontinue its current business plan and seek
other business  opportunities in the resource sector.  Any business  opportunity
would  require  the  Company's  management  to  perform  diligence  on  possible
acquisition of additional resource  properties.  Such due diligence would likely
include  purchase  investigation  costs such as professional  fees by consulting
geologists,  preparation  of geological  reports on the  properties,  conducting
title  searches and travel costs for site visits.  It is  anticipated  that such
costs will not be sufficient to acquire any  resources  property and  additional
funds will be required to close any  possible  acquisition.  During this period,
the Company  will need to maintain its  periodic  filings  with the  appropriate
regulatory  authorities and will incur legal and accounting  costs. In the event
no  other  such  opportunities  are  available  and  the  Company  cannot  raise
additional  capital  to  sustain  minimum  operations,   it  may  be  forced  to
discontinue  business  operations.  The  Company  does  not  have  any  specific
alternative  business  opportunities  in mind and has not  planned  for any such
contingency.

Due to the Company's lack of operating history and present inability to generate
revenues,  its auditors  have stated their opinion that there  currently  exists
substantial doubt about its ability to continue as a going concern.

If  the  Company  finds  sufficient   evidence  that  warrants  further  mineral
exploration,  it would likely conduct additional  drilling on the mineral claims
to determine if  additional  mineralization  zones exist.  While the Company has
sufficient funds to complete its phase I drill program, if it decides to conduct
additional  drilling on the mineral claims, it will require additional  funding.
The cost of such a program  cannot be  determined  until  results from the first
phase of exploration are completed.  However,  the Company estimates that such a
program will cost approximately $500,000.

The Company  anticipates  that additional  funding will be in the form of equity
financing from the sale of its common stock. However, the Company cannot provide
investors  with any assurance that it will be able to raise  sufficient  funding
from the sale of its common stock to fund additional phases of exploration.  The
Company  believes that debt  financing  will not be an  alternative  for funding


                                        4
<PAGE>






additional phases of exploration.  The Company does not have any arrangements in
place for any future equity financing.

Results of Operations
---------------------

The Company has had no  operating  revenues  since its  inception on May 6, 1991
through to the quarter ended March 31, 2005. Its  activities  have been financed
from the  proceeds  of share  subscriptions  and  subscriptions  to  convertible
debentures issued by the Company.  From December 31, 2004 to March 31, 2005, the
Company raised a total of $746,500 from private offerings of its securities. For
the period  from  January  01,  2005 to March 31,  2005,  the  Company  incurred
operating costs of $391,733.  These amounts include $12,814 in professional  and
filing fees for the period.

Liquidity and Capital Resources
-------------------------------

At March 31, 2005, the Company had cash on hand of $402,214 and working  capital
of $410,259.

The Company has funded its  business to date from sales of its common  stock and
convertible  debentures.  During the period of  December  31,  2004 to March 31,
2005,  the  Company  closed  its  previously  announced  private  placement  for
$500,000.  In addition,  the Company announced a further private placement of up
to  $3,000,000,  of which $246,500 had been received prior to March 31, 2005, as
was noted in the  Company's  financial  statements  dated March 31, 2005,  and a
further  $253,500 was received  subsequent to the end of the reporting period to
total $500,000. Due to adverse market conditions, the Company closed its private
placement at this reduced level.

Cash used in operating  activities during the period was $370,808 for the period
from January 1, 2005 to March 31, 2005, which reflects the cost of the Company's
operations,  including  prepaid  expenses.  Advertising  and promotion  expenses
decreased to $105,051  for the period ended March 31, 2005  compared to $870,913
for the  previous  quarter.  These  expenses  were  incurred to increase  public
awareness of the Company and to attract investor interest.

There are no assurances  that the Company will be able to achieve  further sales
of its common stock or any other form of additional financing. If the Company is
unable to achieve the  financing  necessary to continue its plan of  operations,
then it will not be able to continue its  exploration  of the mineral claims and
the Company's venture will fail.

OFF-BALANCE SHEET ARRANGEMENTS
------------------------------

As of the  date  of this  Quarterly  Report,  the  Company  does  not  have  any
off-balance  sheet  arrangements  that  have  or are  reasonably  like to have a
current  or future  effect on the  Company's  financial  condition,  changes  in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital  expenditures or capital  resources that are material to investors.  The
term "off-balance sheet arrangement" generally means any transaction,  agreement
or other  contractual  arrangement  to which an entity  unconsolidated  with the
Company is a party, under which the Company has (i) any obligation arising under
a guarantee  contract,  derivative  instrument or variable  interest;  or (ii) a


                                        5
<PAGE>






retained or contingent  interest in assets transferred to such entity or similar
arrangement  that serves as credit,  liquidity  or market risk  support for such
assets.

AUDIT COMMITTEE
---------------

As of the date of this Periodic Report, the Company has not appointed members to
an audit committee. Therefore, the role of an audit committee has been conducted
by the Board of Directors of the Company.

The  Company  is in  the  process  of  establishing  an  audit  committee.  When
established, the audit committee will be comprised of at least two disinterested
members.  When established,  the audit  committee's  primary function will be to
provide advice with respect to the Company's financial matters and to assist the
Board of  Directors  in  fulfilling  its  oversight  responsibilities  regarding
finance,  accounting,  tax and legal compliance.  The audit committee's  primary
duties  and  responsibilities  will  be:  (i) to  serve  as an  independent  and
objective  party to  monitor  the  Company's  financial  reporting  process  and
internal  control  system;  (ii) to review and appraise the audit efforts of the
Company's  independent  accountants;  (iii) to evaluate the Company's  quarterly
financial performance as well as its compliance with laws and regulations;  (iv)
to oversee managements'  establishment and enforcement of financial policies and
business practices; and (v) to provide an open avenue of communication among the
independent accountants, management and the Board of Directors.

CORPORATE BACKGROUND
--------------------

Business Development
--------------------

Andresmin Gold Corporation, formerly known as Anton Dist. Inc., is a corporation
organized  under the laws of the State of Montana (the  "Company").  The Company
currently trades on the OTC Bulletin Board under the symbol "ADGD".

The  Company was  incorporated  under the laws of the State of Montana on May 6,
1991 under the name "Anton Dist. Inc." Effective May 10, 2004, the Company filed
articles  of  amendment  to its  articles of  incorporation  to give effect to a
forward stock split of the issued and outstanding  shares of common stock on the
basis of 13 new  shares  for each one old share  and to  change  the name of the
Company from Anton Dist. Inc. to "Andresmin Gold Corporation". Effective October
18,  2004,   the  Company  filed  articles  of  amendment  to  its  articles  of
incorporation  to give  effect  to a  forward  stock  split  of the  issued  and
outstanding shares of common stock on the basis of three (3) new shares for each
one old share.

As of the date of this Periodic Report, the Company is a mineral exploration and
development company.








                                        6
<PAGE>






Current Business Operations
---------------------------

On May 7, 2004, the Company, Grupo Minero Internacional S.A.C. ("Grupo") and the
shareholders of Grupo entered into a letter  agreement (the "Letter  Agreement")
whereby  the  shareholders  of  Grupo  will  transfer  all  of  the  issued  and
outstanding shares in the capital of Grupo and assign any loans owing from Grupo
to the  shareholders  of Grupo to the Company in  exchange  for:  (i)  receiving
US$230,000 in cash from the Company, which will be payable by the Company to the
shareholders of Grupo in equal portions on the closing date,  which will be June
10,  2004 (the  "Closing  Date");  and (ii) a 2.5% Net  Smelter  Royalty  on all
properties  and mining rights  currently  owned by Grupo,  which will be payable
upon reaching  commercial  production in equal portions to the  shareholders  of
Grupo.  The  Letter  Agreement  is  subject to the  satisfactory  due  diligence
conducted by the Company of Grupo.  In  addition,  the closing is subject to the
condition  precedent that the Company shall have raised US$230,000 prior to June
10,  2004 in order to have the  funds  available  to  complete  the  transaction
contemplated  on the Closing Date. The Company,  Grupo and the  shareholders  of
Grupo  intend to enter into a more formal  share  purchase  agreement  and other
documents  that more fully  delineate and  formalize  the terms  outlined in the
Letter Agreement.

On June 10, 2004, the parties to the above mentioned  Letter Agreement agreed to
an amendment to the Letter  Agreement,  whereby the  condition  precedent of the
Company  raising  US$230,000  prior to June 10,  2004,  was extended to June 30,
2004.

On July 23, 2004, the Company closed the acquisition of Grupo.

With the acquisition of Grupo,  the Company is now an exploration  stage company
engaged in the acquisition and exploration of mineral  properties in Peru. Prior
to the acquisition of Grupo,  company  management  approached several consulting
geologists and prospectors currently operating or having had experience in Peru,
to  discuss  the  merits  of the  acquisition  based on their  knowledge  of the
information  made  available to the public by Empresa Minera Del Centro Del Peru
S.A. (Centromin),  a Peruvian  government-owned company charged with the sale of
mineral  concessions owned by the state to private  interests.  By acquiring all
the shares of Grupo,  the  Company  acquired  a 100%  interest  in eight  mining
concessions  and a further  fourteen  mineral  claims.  These claims are located
throughout  Peru, in areas generally  thought to host gold,  silver,  copper and
other base metal deposits. The claims are all in good standing with the Peruvian
state authorities.

On  December  13,  2004,  the  Company  through  its  subsidiary,  Grupo  Minero
Internacional   S.A.C.,   entered  into  an  agreement  with  the  community  of
Pisquicocha, located in the department of Cusco in southern Peru, which is where
the Company's Winicocha copper-gold project is located, whereby the community of
Pisquicocha has granted the Company the right to continue to explore and develop
Winicocha  copper-gold  project  for a term of five year with an option to renew
for another five years in exchange  for payment by the Company of  approximately
U.S.$621.00 for the first year and then increasing by approximately  U.S.$311.00
for each year  thereafter  so that the Company is required to pay  approximately
U.S.$1,863.00  at the  beginning  of the fifth  year to  maintain  such right to
explore and develop the Winicocha project.

Since the Company is an exploration stage company,  there is no assurance that a
commercially viable mineral deposit exists on any of our properties, and a great


                                        7
<PAGE>






deal of further exploration will be required before a final evaluation as to the
economic and legal  feasibility  for its future  exploration is determined.  The
Company has no known  reserves of any type of mineral.  To date, the Company has
not discovered an economically  viable mineral  deposit on the  properties,  and
there is no assurance that the Company will discover one.

Subsidiaries
------------

On July 23, 2004 the Company  closed the  acquisition  of 100% of the issued and
outstanding shares of Grupo Minero Internacional S.A.C. ("Grupo"),  which is now
a wholly owned  subsidiary  of the Company.  During the course of the  reporting
period,  the Company sold less than 1% of Grupo to a Peruvian  national in order
to comply with Peruvian Law.

Research and Development
------------------------

The Company has not incurred any research or development  expenditures since our
incorporation.

Holders
-------

As of May 15, 2005, the Company had approximately 42 shareholders of record.


Item 3.  Controls and Procedures
--------------------------------

As of the end of the period covered by this quarterly  report, an evaluation was
performed  under the  supervision  and with the  participation  of the Company's
management,  including the  President,  who is the principal  executive  officer
("PEO") and principal  accounting  officer ("PAO"),  of the effectiveness of the
design and operation of the disclosure  controls and  procedures.  Based on that
evaluation, the Company's management,  including the PEO and PAO, concluded that
the  disclosure  controls  and  procedures  were  effective.  There have been no
changes in these internal controls over financial reporting that occurred during
the  quarter  ended  March 31,  2005,  that  have  materially  affected,  or are
reasonably  likely to materially  affect,  our internal  controls over financial
reporting.


Part II--Other Information
--------------------------

Item 1.  Legal Proceedings
--------------------------

Management  is  not  aware  of  any  legal   proceedings   contemplated  by  any
governmental  authority or any other party  involving  the Company.  None of the
Company's  directors,  officers  or  affiliates  are (i) a party  adverse to the
Company in any legal proceedings, or (ii) has an adverse interest to the Company
in any legal proceedings. Management is not aware of any other legal proceedings
pending or that have been threatened against the Company.






                                        8
<PAGE>






Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
--------------------------------------------------------------------

From  February  24,  2005 to April 20,  2005,  the  Company  received a total of
$500,000  from  investors  under  subscription  agreements  for the  purchase of
909,091 units (each a "Unit") of the Company at a price of $0.55 per Unit.  Each
Unit consists of one share of common stock and one share purchase  warrant (each
a "Warrant") to purchase an additional  one share of common stock of the Company
at a price of $0.75 per share for a period of one year from the date of issuance
of the  Warrants.  If all  Warrants are  exercised,  the Company  would  receive
another  $681,818.   The  Company  has  not  issued  the  securities  under  the
subscription  agreements  at this  point in time and the funds  advanced  to the
Company are treated as an interest free loan until the securities are issued and
delivered to the appropriate investor. We believe issuances from funds raised to
date will be exempt from registration  under Regulation D and Section 4(2) under
the  Securities  Act of 1933,  as amended,  as well as  Regulation S promulgated
thereunder.

The funds received from the investors mentioned above have been and will be used
for  property  exploration  expenses,  salaries,   consultant  fees,  consultant
expenses, general and administrative expenses and working capital.


Item 3.  Defaults Upon Senior Securities
----------------------------------------

      N/A


Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

      N/A


Item 5.  Other Information
--------------------------

      N/A


Item 6.  Exhibits
-----------------

      (a)   Exhibit List

            31.1  Certificate pursuant to Rule 13a-14(a)

            31.2  Certificate pursuant to Rule 13a-14(a)

            32.1  Certificate pursuant to 18 U.S.C. Section 1350








                                        9
<PAGE>






                                   SIGNATURES
                                   ----------

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                             Andresmin Gold Corporation
                                             --------------------------


Date: May 19, 2005                           Per:     /s/ Dean de Largie
                                                 ------------------------------
                                                 Dean de Largie, President and
                                                 Director













































                                       10